SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 26, 2005
CITIZENS COMMUNICATIONS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 001-11001 06-0619596
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3 High Ridge Park
Stamford, Connecticut 06905
(Address of Principal Executive Offices)
(203) 614-5600
(Registrant's Telephone Number, Including Area Code)
No Change Since Last Report
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 Entry into a Material Definitive Agreement
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(a) In connection with the resignation of L. Russell Mitten, former
Senior Vice President, General Counsel and Secretary of the
Company, on July 13, 2005 the Company entered into a separation
agreement with Mr. Mitten (which was amended as of August 31,
2005). The agreement provides for severance equal to one years'
base salary plus a bonus for 2005 prorated through August 31,
2005. The agreement also provides for vesting of restricted
shares through 2006, which shares Mr. Mitten would otherwise have
forfeited.
(b) As previously reported by the Company, at the Company's 2005
Annual Meeting of Stockholders, the Company's stockholders
approved the proposed amendment to the Company's Amended and
Restated 2000 Equity Incentive Plan (the "Plan") to remove the
2,500,000 share sub-limit for stock-based awards, other than
stock options, without increasing the total number of shares
available for issuance under the Plan. A copy of the Plan is
incorporated herein by reference to Appendix A to the Company's
Proxy Statement dated April 20, 2005.
(c) Effective July 1, 2005, the Company amended its compensation
arrangements for non-employee directors to reduce the fee payable
to the lead director from $20,000 to $15,000 and to provide a
$30,000 annual fee for a non-employee Chairman. The Company's
Board of Directors does not currently have a Chairman.
ITEM 9.01 Financial Statements and Exhibits
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(a) Exhibits:
10.19.2 Amended and Restated 2000 Equity Incentive Plan
(incorporated by reference to Appendix A to the Company's Proxy
Statement dated April 20, 2005, File No. 001-11001).
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CITIZENS COMMUNICATIONS COMPANY
(Registrant)
By: /s/ Robert J. Larson
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Robert J. Larson
Senior Vice President and
Chief Accounting Officer
Date: November 1, 2005